Securities code: Wuhu Conch Profiles And Science Co.Ltd(000619) securities abbreviation: Wuhu Conch Profiles And Science Co.Ltd(000619) Announcement No.: 202212 Wuhu Conch Profiles And Science Co.Ltd(000619)
Announcement on the resolutions of the 17th meeting of the ninth board of directors
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of directors
1. Time and method of notice of the board of directors
Wuhu Conch Profiles And Science Co.Ltd(000619) (hereinafter referred to as “the company”) the notice of the 17th meeting of the ninth board of directors was sent in writing (direct or e-mail) on March 14, 2022.
2. Time, place and method of board meeting
The 17th meeting of the 9th board of directors of the company was held in conference room 1115 of Wuhu conch International Hotel on the morning of March 25, 2022. Independent directors participated in the meeting through teleconference. 3. 9 directors should attend the board meeting and 9 actually attended.
4. The meeting was presided over by Mr. Wan Yong, chairman of the company. Members of the board of supervisors, senior managers of the company and annual audit accountants of the company attended the meeting as nonvoting delegates.
5. The meeting of the board of directors was held in accordance with relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberations of the board meeting
1. The meeting deliberated and approved the work report of the board of directors in 2021 and agreed to submit the proposal to the 2021 general meeting of shareholders for deliberation;
In 2021, the board of directors performed its duties in strict accordance with the articles of association and relevant laws and regulations, earnestly implemented various resolutions of the general meeting of shareholders, and made various decisions on the operation and development of the company. For details, see Section III, Part IV, main business analysis and part Xi, future development prospects of the company in 2021 annual report.
9 in favor, 0 against and 0 abstention.
2. The meeting deliberated and adopted the 2021 general manager’s work report of the company;
9 in favor, 0 against and 0 abstention.
3. The meeting deliberated and approved the company’s 2021 annual financial statement report, and agreed to submit the proposal to the 2021 annual general meeting of shareholders for deliberation;
Audited by Dahua Certified Public Accountants (special general partnership), in 2021, the company realized an operating income of 48535853 million yuan and a net profit attributable to shareholders of the listed company of -1434592 million yuan. By the end of 2021, the total assets of the company were 5502241500 yuan, and the net assets attributable to shareholders of listed companies were 2 Zhong Fu Tong Group Co.Ltd(300560) 0 yuan. See section x financial report of the company’s 2021 annual report for details.
9 in favor, 0 against and 0 abstention.
4. The 2021 annual general meeting reviewed and approved the proposal and the 2021 annual report of the company;
After review, the board of Directors believes that the company operates in strict accordance with the financial system and norms of joint-stock companies, and the 2021 annual report of the company truthfully reflects the financial situation and operating results of the company this year; The standard unqualified audit report issued by Dahua Certified Public Accountants (special general partnership) for the company is objective and fair; All directors of the company guarantee that the contents of the annual report are true, accurate and complete without false records, misleading statements or major omissions, and bear individual and joint legal liabilities.
9 in favor, 0 against and 0 abstention.
5. The meeting deliberated and approved the 2022 annual financial budget report of the company, and agreed to submit the proposal to the 2021 annual general meeting of shareholders for deliberation;
The company will strengthen the comprehensive study and judgment of macroeconomic, market situation and epidemic changes, give full play to its subjective initiative, innovate management, tap its potential, strive to create value and repay the majority of shareholders. 9 in favor, 0 against and 0 abstention.
6. The meeting deliberated and approved the company’s profit distribution plan for 2021 and agreed to submit the proposal to the 2021 annual general meeting of shareholders for deliberation;
According to the standard unqualified audit report issued by Dahua Certified Public Accountants (special general partnership), the parent company of the listed company realized a net profit of -1109504 million yuan in 2021. According to the relevant provisions of the company law and the articles of association, the statutory surplus reserve of 10000 yuan was withdrawn, plus the undistributed profit at the beginning of the period of 10847653 million yuan, deducting the cash dividend of 18 million yuan in 2020 implemented in 2021, The actual profit available for distribution to shareholders at the end of the year was 9558149 million yuan. In combination with the company’s operating performance in 2021 and the current capital situation, and taking into account the current overall operating environment, in order to ensure the capital needs of the company’s project construction, transformation and development and production and operation in 2022, and ensure the long-term interests of shareholders, it is planned not to arrange cash dividends, give bonus shares or convert capital reserve into share capital.
The profit distribution plan was approved by the independent directors in advance, and the independent directors of the company, Mr. Chen Jun, Mr. Fang Shijiang and Mr. Liu Chunyan, expressed their independent opinions on the proposal.
9 in favor, 0 against and 0 abstention.
7. The meeting deliberated and approved the proposal on renewing the appointment of audit institutions in 2022, and agreed to submit the proposal to the 2021 annual general meeting of shareholders for deliberation;
The board of directors proposed that the company continue to employ Dahua Certified Public Accountants (special general partnership) as the company’s audit institution in 2022 to provide audit services for the company’s financial statements and internal control, with a total annual audit fee of 770000 yuan.
9 in favor, 0 against and 0 abstention.
8. The meeting deliberated and adopted the proposal on Revising the company’s investor relations management system;
In accordance with the company law, the securities law and other relevant laws, regulations and rules, the relevant business rules of Shenzhen Stock Exchange and the articles of association of the company, the company plans to revise the investor relations management system in order to further standardize the company’s investor relations management, protect the legitimate rights and interests of investors and improve the level of corporate governance. For details, see the investor relations management system disclosed by the company in the securities times and cninfo on the same day.
9 in favor, 0 against and 0 abstention.
9. The meeting deliberated and approved the proposal on changing the company name and securities abbreviation, and agreed to submit the proposal to the 2021 annual general meeting of shareholders for deliberation;
In recent years, the company has earnestly implemented the new national development concept, complied with the national policy guidance of building energy conservation and environmental protection, adhered to the road of green and low-carbon development, and continuously promoted the transformation and development of the company through independent innovation, technology research and development and industrial structure adjustment. In order to better match the company’s name with its main business, the company plans to change its full name to “conch (Anhui) energy saving and environmental protection new materials Co., Ltd.” (the details shall be subject to industrial and commercial registration), and plans to change the securities abbreviation to “conch new materials”. For details, see the announcement on the proposed change of company name and securities abbreviation disclosed by the company in the securities times and cninfo on the same day.
9 in favor, 0 against and 0 abstention.
10. The meeting deliberated and adopted the proposal on using self owned idle funds for entrusted financial management; On the premise of ensuring the normal operation turnover, project investment and other capital needs, the board of directors agrees that the company can use its own funds with a total amount of no more than RMB 300 million and invest in bank financial products with low risk. Within the total amount, the funds can be used on a rolling basis. The use period of the above investment quota shall be valid within 12 months from the date of deliberation and approval by the board of directors of the company, and the investment period of a single bank financial product shall not exceed 12 months.
At the same time, in order to control the risk, the funds within the above limit can only be used to buy low-risk bank financial products, not for securities investment, and not to buy bank financial products with stocks and their derivatives as the investment object.
9 in favor, 0 against and 0 abstention.
11. The meeting deliberated and approved the proposal on the estimated amount of daily connected transactions of the company in 2022, and agreed to submit the proposal to the 2021 annual general meeting of shareholders for deliberation;
The board of directors agreed that the company had transactions with Anhui Conch Group Co., Ltd. and its related parties, Anhui Conch Cement Company Limited(600585) and its subsidiaries, Anhui International Trade Group Holding Co., Ltd. and its subsidiaries, Anhui Conch new energy Co., Ltd. and its subsidiaries, Anhui Conch Building Materials Design and Research Institute Co., Ltd., Beijing Kangcheng Borui Business Management Co., Ltd. and its related parties in 2022 due to the needs of daily production and operation, The transaction amount shall not exceed 269.35 million yuan. The above transactions belong to related party transactions and are priced according to market principles.
In accordance with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and the management system of related party transactions of the company, Mr. Wan Yong and Mr. Wang Pengfei, the related directors, avoided voting, and the other seven non related Directors voted and passed the proposal. The amount of the above related party transactions exceeds the absolute value of the company’s latest audited net assets by 5%, which is within the approval authority of the general meeting of shareholders. Therefore, the proposal needs to be submitted to the general meeting of shareholders for approval after being considered by the board of directors.
7 in favor, 0 against and 0 abstention.
12. The meeting deliberated and approved the proposal on the company’s controlling shareholder’s intention to further improve the commitment to avoid horizontal competition, and agreed to submit the proposal to the 2021 annual general meeting of shareholders for deliberation;
Recently, the company received the letter on further clarifying and improving the commitment of horizontal competition from the controlling shareholder Anhui Conch Group Co., Ltd. (hereinafter referred to as “conch group”). In view of the simplicity of the original commitment terms and binding measures, conch group plans to further improve its commitment to avoid horizontal competition in order to further protect the interests of minority shareholders of the company. For details, see the announcement on the company’s controlling shareholder’s intention to further improve the commitment to avoid horizontal competition disclosed by the company in the securities times and cninfo on the same day.
In accordance with the relevant provisions of the guidelines for the supervision of listed companies No. 4 – commitments of listed companies and their related parties, the guidelines for the self discipline supervision of listed companies No. 1 – standardized operation of listed companies on the main board of Shenzhen Stock Exchange and other relevant provisions, the related directors Mr. Wan Yong and Mr. Wang Pengfei avoided voting, and the other seven non related Directors voted and passed the proposal. The matter is within the approval authority of the general meeting of shareholders, so the proposal needs to be submitted to the general meeting of shareholders of the company for approval after being considered by the board of directors.
7 in favor, 0 against and 0 abstention.
13. The meeting deliberated and approved the proposal on providing credit guarantee for subsidiaries, and agreed to submit the proposal to the 2021 annual general meeting of shareholders for deliberation;
In order to ensure the production and operation needs of relevant subsidiaries of the company, the board of directors agreed to provide credit guarantee for the subsidiaries listed in the following table, with the total amount of guarantee not exceeding 280 million yuan. The details are as follows:
Up to now, the proportion of the new guarantee amount of the guaranteed party in the proportion of whether the guarantor and the guaranteed party hold the most affiliated shares of the listed company guaranteed by the previous guarantee to the balance of assets and liabilities in the recent period (10000 yuan) (10000 yuan)
Wuhu conch type Shandong conch type
48.81% Technology Co., Ltd
Wuhu conch type Wuhu conch type
Material Technology Co., Ltd. Material Trading Co., Ltd. 100% 91.89% 0200008.69% no limited liability company
The above credit is mainly used for the subsidiary’s working capital, bank loans, issuance of bank acceptance bills, discount of bank acceptance bills, letters of credit, letter of guarantee and other financing businesses, and the guarantee period is two years.
According to the relevant provisions of the notice on regulating the external guarantee behavior of listed companies (Zheng Jian Fa [2005] No. 120 document), the above guarantee matters for subsidiaries shall be submitted to the general meeting of shareholders of the company for approval, and shall take effect after being deliberated and approved by the general meeting of shareholders.
9 in favor, 0 against and 0 abstention.
14. The meeting deliberated and adopted the proposal on renewing the trademark use license contract;
The board of directors agreed to renew the trademark license contract with conch group for a period of three years,
Valid from January 1, 2022 to December 31, 2024, the charging standard remains unchanged. According to the annual net sales volume of licensed products of the company, the trademark use fee of 10 yuan / ton shall be paid to conch group to obtain the trademark use right of “conch” and “conch”, which shall be paid within three months after the end of each year.
As conch group is the controlling shareholder of the company, according to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, the matter belongs to related party transactions. Two related directors, Mr. Wan Yong and Mr. Wang Pengfei, avoided the vote on the proposal, and the other seven non related directors unanimously passed the proposal. The estimated amount of the related party transaction does not exceed 5% of the absolute value of the company’s latest audited net assets, which is within the approval authority of the board of directors. Meanwhile, the amount of trademark royalties related party transactions between the company and conch group in 2022 has been included in the estimated amount of daily related party transactions, which will be submitted to the board of directors of the company for deliberation and will be submitted to the general meeting of shareholders in 2021 for deliberation.
7 in favor, 0 against and 0 abstention.
15. The meeting deliberated and adopted the 2021 annual internal control self-evaluation report of the company;
9 in favor, 0 against and 0 abstention.
16. The meeting deliberated and approved the proposal on Amending the articles of association of the company, and agreed to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation;
The revision of the articles of association is mainly based on
